UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): AUGUST 10, 2011
KOHLS CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 001-11084
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Wisconsin | 39-1630919 |
(State or other jurisdiction | (IRS Employer |
N56 W17000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
(Address of principal executive offices)
(262) 703-7000
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment |
| of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 10, 2011, Kohl’s Corporation (the “Company”) issued a press release announcing that its Board of Directors has increased the size of the Board to twelve members and has elected John E. Schlifske to fill the new Board seat effective immediately. Mr. Schlifske is expected to serve on the Governance & Nominating Committee. A copy of the press release announcing the election is attached as Exhibit 99.1 and incorporated herein by reference.
As a non-employee director of the Company, Mr. Schlifske will participate in the Company’s Outside Director Compensation Program, as described on Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2011. Pursuant to the Outside Director Compensation Program, Mr. Schlifske is expected to receive an equity award on September 15, 2011. This award, which will be comprised of 50 percent stock options and 50 percent restricted shares, will have a “grant date fair value” of approximately $100,000, calculated in accordance with FASB ASC Topic 718 (formerly FAS 123R). The stock options will have a ten-year term, will vest in full on the first anniversary of the date of grant and have a strike price equal to the closing price of the Company’s stock on September 15, 2011. The restricted shares will vest on the first anniversary of the date of grant.
Mr. Schlifske does not have any arrangement or understanding with any persons pursuant to which he was elected to serve as a director, except as described herein. Mr. Schlifske does not have any family relationship with any officer or director of the Company. Further, Mr. Schlifske has not been involved in any related transactions or relationships with the Company as defined in Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits .
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| Exhibit No. | Description |
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| 99.1 | Press Release dated August 10, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 10, 2011
KOHL’S CORPORATION
By: /s/ Richard D. Schepp
Richard D. Schepp
Sr. Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
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Exhibit No. | Description |
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99.1 | Press Release dated August 10, 2011 |
Exhibit 99.1
John E. Schlifske Elected to Kohl's Corporation Board of Directors
MENOMONEE FALLS, Wis., August 10, 2011 – Kohl's Corporation (NYSE: KSS) today announced that its Board of Directors has elected John E. Schlifske as a new board member, effective immediately. He has been elected to a term expiring at Kohl's 2012 annual shareholders meeting and will be eligible for re-election by Kohl's shareholders at that time. He will initially serve on the Board of Directors' Governance and Nominating Committee.
Mr. Schlifske is chairman and chief executive officer of Northwestern Mutual. He was appointed CEO effective July 1, 2010 and chairman effective August 1, 2010. He is also a member of the Northwestern Mutual Board of Trustees.
Kevin Mansell, Kohl's chairman, president and chief executive officer, said, "John is a great addition to our board. His extensive financial management experience and proven track record as a leader of a major corporation will be valuable assets to Kohl's as we continue to focus on executing our strategy and growing our market share.”
Schlifske is a director of the Russell Investment Company. He serves on the boards of Children’s Hospital of Wisconsin, Froedtert Health, a regional health care organization, and the Metropolitan Milwaukee Association of Commerce. He is also a member of the Greater Milwaukee Committee.
About Kohl’s
Based in Menomonee Falls, Wis., Kohl’s (NYSE: KSS) is a family-focused, value-oriented specialty department store offering moderately priced, exclusive and national brand apparel, shoes, accessories, beauty and home products in an exciting shopping environment. Kohl’s operates 1,097 stores in 49 states with a commitment to environmental leadership. In support of the communities it serves, Kohl’s has raised more than $180 million for children’s initiatives nationwide through its Kohl’s Cares® cause merchandise program, which operates under Kohl's Cares, LLC, a wholly-owned subsidiary of Kohl's Department Stores, Inc. For a list of store locations and information, or for the added convenience of shopping online, visit www.Kohls.com.
CONTACT: Kohl's Corporation
Investor Relations: Wes McDonald, (262) 703-1893
Media: Vicki Shamion, (262) 703-1464